Why New Mexico has no Annual Report (and what Wyoming and Delaware actually charge)

Most people who form an LLC in the United States don't know this: New Mexico is the only state where your LLC has no recurring report to file with the state, ever. Not annually, not biennially, not every five years. Zero.

It's not a trick, it's not a loophole, it's not something that will change next year. It's been in the New Mexico LLC statute for decades. And it's the reason why, when a digital operator without US residency does serious research, they end up choosing New Mexico over Wyoming or Delaware.

This article explains what an Annual Report is, why NM doesn't have one, what Wyoming and Delaware actually charge, and what all of this means for your wallet and your time.

What is an Annual Report and why does it matter?

An Annual Report (or Biennial Report, depending on the state) is a form most US states require every LLC to file once a year or every two years. It's not a tax return — that goes separately to the IRS. It's a state filing with three goals:

• Confirm the LLC is still operating
• Update data such as address, Registered Agent or members (depending on the state)
• Collect an administrative fee

The problem isn't the form itself. It's what happens when you forget about it. If you don't file the Annual Report on time:

• Your LLC drifts into delinquent or not in good standing status
• You lose limited liability protection during the delinquent period
• You can't open new accounts, sign large contracts or operate smoothly with banks
• If you keep skipping it, the state administratively dissolves your LLC

Recovering it later costs money, time and paperwork. That's why the Annual Report is the state-level obligation that kills more LLCs every year — not because of bad faith, but because of forgetfulness.

New Mexico — the legal exception

The New Mexico Limited Liability Company Act (§53-19 NMSA 1978) is deliberately minimalist. When the New Mexico legislature drafted the law, they decided the state didn't need to check every year whether LLCs were still alive. One thing was enough: that the LLC keep a Registered Agent with a physical address in the state.

That's the only recurring state obligation. If your Registered Agent is operating, your LLC stays in Good Standing indefinitely. No deadline, no annual fee, no form.

The practical consequence:

• $0 to the state every year — literally zero dollars in state fees
• Zero deadlines to remember — there's no date you can miss
• No administrative dissolution from forgetfulness — because there's nothing to forget
• Reinforced privacy — NM does not publish member names in the public registry

The only way a New Mexico LLC loses Good Standing is if the Registered Agent resigns or disappears and nobody replaces them. That's why, in NM, choosing a reliable RA is more critical than in any other state: it's your only point of contact with the state.

New Mexico put compliance in the Registered Agent. The other states added the Annual Report as an extra layer of control — and revenue.

Wyoming — annual fee with Annual Report

Wyoming has a good reputation among digital entrepreneurs because costs are moderate and privacy is decent. But it does have an Annual Report, and you do have to pay it every year.

The rules:

• Minimum fee: ~$60/year — calculated on the value of the LLC's assets located in Wyoming
• If you have few or no Wyoming-located assets, you pay the minimum
• If you have significant assets, the fee scales proportionally
• Deadline: the first day of the LLC's anniversary month
• If you don't file, the LLC drifts to Delinquent and is eventually dissolved

The Wyoming Annual Report also includes confirmation of the Registered Agent and the principal address. It's a simple filing if automated, but it's still a filing. And it's a recurring cost.

On paper, the difference between $0 (NM) and $60 (WY) sounds tiny. In practice, that's $60 a year for the LLC's entire life — plus the time to remember the deadline, plus the risk that one year you miss it. If your LLC lives ten years, that's $600 you simply skip in NM.

Delaware — no Annual Report but a Franchise Tax

Delaware is the favorite state for startups chasing VC investment. And it has an important quirk: Delaware LLCs don't file an Annual Report as such. But before celebrating, read what follows.

Delaware charges every LLC an annual flat Franchise Tax of $300, due on June 1 each year. It does not depend on income, assets or activity. If your LLC exists at the close of the tax year, you owe $300.

• Delaware LLC Franchise Tax: flat $300/year
• Deadline: June 1 each year
• Penalty: $200 surcharge + 1.5% monthly interest if late
• If you accumulate unpaid balances, the LLC loses Good Standing

Delaware does have a real privacy advantage: members and managers of a Delaware LLC are not public in the state registry. Only the Registered Agent shows up. But that privacy costs $300/year — in NM you get the same privacy for free.

Note: this is only for LLCs. Delaware corporations do file a full Annual Report with director data, and their Franchise Tax can be much higher depending on the calculation method (the authorized-shares method can climb into the thousands of dollars).

Final comparison

All three states have decent privacy on paper. But only New Mexico gives you zero recurring state obligations and zero dollars per year. Wyoming charges at least $60 and Delaware at least $300 — every year, for as long as the LLC exists.

What this means for you

If you're a digital entrepreneur, freelancer or nomad operating online services from outside the US, picking the right state for your LLC has three practical implications:

1. Less to remember. When you live across time zones and change country every six months, every extra deadline is a risk. In NM there are no state deadlines. In WY and DE there are, every year, for as long as the LLC exists.

2. Real long-term cost. A well-run LLC lasts years. If you save $60-$300 a year for a decade, that's $600-$3,000 that stays in your account instead of the state's. Add the management time and the cost of any provider that files the Annual Report for you if you don't.

3. Smaller error surface. Your LLC's Good Standing is what protects you against personal liability and what banks check periodically. Every extra state obligation is a path through which you can lose it without realizing. In NM, as long as your RA works, your LLC is always in compliance.

This doesn't mean NM is the only viable option. If your project is a startup chasing VCs, Delaware makes sense despite the cost — that's a different game. But for the 97% of digital operators who aren't going to raise a round and just want a stable, bankable, clean entity, New Mexico is the lowest-friction option.

If you want to understand which federal obligations your LLC does have (the ones that don't depend on the state and you'd have to comply with no matter what), the guide on the 5 most common LLC mistakes covers Form 5472, 1120 pro-forma, FBAR and BEA. And if you're comparing providers, the real-cost comparison puts every expense (including tax filing) in the same table.